Good day, everyone, and welcome to the CEDC Fourth Quarter and Full Year 2010 Earnings Conference Call. [Operator Instructions] At this time, for opening remarks and introductions, I would like to turn the call over to the Director of Investor Relations, Mr. James Archbold. Please go ahead.

Please note that the content of this call contains time-sensitive information that is accurate only as of the date of the live broadcast, March 1, 2011. The online replay will be available shortly after the conclusion of the call. You may also view a copy of today's press release on our website.

Please also note that statements made during this conference call, other than those related to historical information, constitute forward-looking statements within the meaning of the Private Securities Litigation and Reform Act of 1995. Without limiting the foregoing discussions, the forecasts, estimates, targets, schedules, plans, beliefs, expectations and the like are intended to identify forward-looking statements. These forward-looking statements, which are based on management's current beliefs and assumptions and current information known to management, involve known and unknown risks and uncertainties and other factors that may cause actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by forward-looking statements.

Additional information concerning factors that could cause actual results to differ materially from those forward-looking statements are contained in the press release issued today and the 2010 Form 10-K filed with the Securities and Exchange Commission. CEDC is under no duty and undertakes no obligation to update any forward-looking statements made in this call.

With that I'll turn the call over to William Carey, our President and Chief Executive Officer. Bill?

William Carey

Thank you, Jim. Welcome, everyone, to the fourth quarter 2010 and full year earnings call. I'll just start off and sort of give you an overview from the earnings that were reported today for 2010. The comp that we're looking at is an overview for Poland and Russia. And then, I'll get into a bit the -- have the fundamentals in Q4 as well as outlook for 2011. And Chris will also be discussing the balance sheet, our working capital ratios and the cash flow.

To start off with, 2010 was certainly a disappointing year for us as management and certainly for the company, and the fourth quarter, unfortunately, was not any exception. For the entire year, some of the situations that happened were unplanned events out of our control and some were execution-related.

In mid-November, we sat down and really took a hard look at our business. We did a overall strategic review at where we're going in our key markets in terms of key objectives of growing a faster top line with our core portfolio and our new product development that we have coming out this year.

We recognized the need to grow the faster top line to increase the possible market share, which will enable us to have better operating leverage with the asset base that we carry today. One of the biggest benefits we have is the capacity that we have with the sales force and our production capacity. And we're not utilizing that to the effect needed [ph] because of the slowness in the top line. We decided that the increased investment, primarily in Poland, to drive market share and faster top line growth is really paramount to where we want to go as a company.

Unfortunately, in the fourth quarter, it had negative profitability implications. This large investment was needed to make a step jump at our key markets, especially Poland. The turnaround that we have started in the fourth quarter with substantial increased investments that we made in the last half of Q4 and overall change of business model, which you're clearly seeing with 2011 projections, represent more top line growth and, obviously, lower EBIT percentages in Poland.

We believe, for the medium term, that brand health, brand equity and operating leverage is really necessary to do what we need to do as a company and management, and we're determined to achieve this. Some of you may say maybe we should have done this a year ago. Maybe you're right. Some of you might say that it's a really big cost that we're implementing, but as we believe management is the right decision to take, and we're only going to look ahead.

And yes, it does come at the expense of EBIT margins in Poland, but we're actually increasing our EBIT margins in Russia where 75% of the business is today. As we look at our strategic review, it was necessary to get back on our previous market share certainly coming out of Poland. Market share loss in Poland was accelerating over the last two years and even got steeper in the last few months of August through October. And really, we could not let that continue.

One was the launch of our Zubrówka Biala, which we did in November, which was a tremendous success. And even with the January data we're seeing out of Nielsen is really doing fantastic in overall market depletions, and it'll be our biggest selling brand in our company for 2011, and we truly believe that this probably will be the biggest brand coming out of Poland in the near future.

Other brands, you can see from the press release, are also growing from our November low. I believe that we saw a significant turnaround in market share in Poland, and for us, it's really getting back to more aggressive model in Poland with this increased investment.

The overall markets have come down in Poland over the last few years, but I believe, certainly, that they'll be going back up this year in the midterm as well as in the midterm as our operating leverage gets stronger with this faster top line growth. But yes, it is coming from a lower base.

The important fact for us is that we're going to be growing from a lower base and increasing our EBIT margins and working off a base that we all are comfortable, certainly, to work off of as well. So as I proceed in the call, I will take you through Q4, the challenges we're facing and then give you an overview of '11, and Chris will take you through some items, certainly, on the balance sheet.

First off, on the economic front, Poland in GDP and Russia is very similar. Poland projected 4%, Russia, 4% to 4 1/2% this year. Inflation, Poland is projected at 3%. Russia is around 7% to 8%. Unemployment, Poland is heading -- Poland is around 10% to 11% projected, Russia, 6% to 7%. Interest rates in Poland have moved slightly higher recently with slightly higher inflation but relatively stable. The same thing in Russia. Russia increased for the first time in a while last Friday, from 7.75% to 8%, again, with a little bit faster inflation coming out of Russia. And what that means for currencies, currencies are certainly stable in Poland. And obviously, they've been increasing a bit, appreciating a bit in Russia over the last few weeks, mainly from the oil price move. But overall, both markets are looking fairly stable with a positive outlook.

And certainly in our Hungarian market, which is much smaller for us, certainly the same sort of trends there. Overall, the market seems fairly stable, and the outlook is fairly stable.

If we turn our attention to Q4 in Poland and look at the highlights, as I said in the press release, that we continued to lose market share, slide. We got to a low point of 20.2% in November, and that was starting the quarter at around the 20.1% or 20.2%, and we finished the year at 22.2%. So overall, for the beginning of the quarter -- end of the quarter, remained flat in market share, which is pretty evident in our Vodka numbers as well. We're down about 7% for the quarter, which is about what the market was down also, around 7% for the quarter. So that kind of translates into a flat market share.

The Biala launch was extremely successful, but certainly, a negative implication on our bottom line as the brand grew 2 1/2x more than we estimated. And as we have put out the promotional plan in place, we couldn't just turn off the spigot or reduce the plan as the brand was doing extremely well, not just filling up the market but really rotating in the marketplace. But because of the investment program behind it, it was running a negative cost.

And certainly also, that it does cannibalize, the growth in this brand, it does cannibalize about 30% to 35% of our other portfolio. But as I mentioned, this will be our biggest brand in our portfolio this year, and it does work on a higher price point than our Absolwent brand. So on a comparability basis, mainstream, it does offer a certainly higher profitability than our Absolwent brand is giving.

Also with this increased investment, behind our other Vodka portfolio, we've seen our market share grow from 22.2% at the end of the year to 25.2% at the end of January. And Biala has 3.6% of the market share already only after two months. And the other brands also grew 1.6% in January on, again, the back of this increased investment we made in the later half of Q4.

Currency had a negative impact for the quarter, around 4%. Imports were up approximately 10%. Exports, again, were up over 25%. But of course, both of these are coming from a lower base in our overall percentage table, with exports having just around a 3% share and imports having around a 20% share of our business.

Certainly, these added investments in the quarter stopped our market share slide and reduced our -- we had double-digit declines, as you saw on the last few quarters, on our Vodka portfolio, certainly has been reduced. And this year, we're certainly looking at much more positive numbers once we get into 2011. I'll take you through Poland in terms of the projections.

Also in Poland, that we've been working off a negative client mix for probably the last five years. That's mainly from the discounters in key accounts taking share. This also had a negative effect in the fourth quarter, but this certainly has been stabilizing in the last few months. What we're seeing in 2011 also is already stabilizing where, also, that we've doubled the size of our sales force in the traditional trade. So what we're seeing also is our overall client mix is improving as we move into 2011.

Just to summarize the top line, certainly it did come with a large expense to the bottom line profitability. In terms of the EBIT coming out of the fourth quarter, it was impacted mainly by spirit price a bit, currency, the volume, as I'd said, also that we had some bad debt expense as we've changed some of our accounting policy, which Chris will get into, and also a bit on the client mix.

But a bigger hit certainly had come from Biala, which is the added investment, with the launch and also the other investment on other brands to really turnaround what we are as a company in Poland in start back on a growth picture and not on a declining top line picture.

If we look at the Russian market, Q4 with an 8% volume increase for Q4 in an overall market, which was flat for the quarter, this represent about a 0.4% market share gain. The one key issue that stood out for us in Q4 in Russia, one, was the top line was a bit softer than we anticipated, but the main reason being also coming from the fact that we had an excise tax issue in production, where we had a dispute with authorities on an old excise stamp count, where you must rectify or you must agree with the authorities every so often on getting the old excise count stamp right, that you used all the stamps. And there was a dispute, which we were proven correct at the end of the day, but it did certainly cost us in our overall production runs.

We lost two weeks of limited production runs, with one week having nothing produced in the middle of November, which is our key selling period. We were scrambling after that period to make up this loss, and we were hoping we could make up this loss, but unfortunately, that it did hit our bottom line quite dramatically as we had to give extra discounts in the marketplace and a bit of extra credit days to make up for some of this lost period of time that we were affected.

Also, our operating costs were affected because we were scrambling to meet some logistics needs, and Russia is very difficult in December on a normal base on logistics. And because we we're making up for some of the loss in November on the production, also it affected some of the staff overruns and certainly our logistics overhead. And we were not able also to make the product mix because of this -- maximize the product mix that we were expecting because we were constantly running behind from this issue.

In terms of the EBIT, business had about a $30 million, $35 million charge for this production issue, if you include the full impact of this issue, as well as a 4% currency negativity, year-on-year. And again, the product mixes did not come what we had modeled in our model and a bit of a negative spirit price. But we were very pleased to see that we're still able to drive an 8% volume growth within the quarter even with this issue and kept and grew our market share.

So if we look at Q4, for Whitehall, we had 7% volume growth, lower than our double-digit growth that we saw in Q2 and Q3. We had a bit of a currency the 4% currency where we had the 7% volume growth translate to a 3% value growth. This is a bit lower than we expected. And again, that’s us taking over the business in February, I'm not sure there was same drive to drive this business as we're not in full management control during this period, and also a bit impacted by product mix during the -- and a bit on currency on the profitability of the imports. I will now turn it over to Chris Biedermann, who will take you through a bit of the balance sheet.

Christopher Biedermann

Thanks, Bill. We'll take a look and start it with the balance sheet working capital. If you look at our balance sheet, you can see that our key working capital balance, with the receivable, inventory and accounts payable, generally, is stable. In local currency terms, we did see a bit of an increase in AR, primary due to higher rates given in Poland for [indiscernible] distribution companies [indiscernible] this year. Also impacting our accounts receivable balance was a change in our provisioning policy, where we took a significantly more conservative approach to provisioning. And related to this, we did take a charge in the fourth quarter of approximately $7 million noncash charge to reflect the change in provisioning approach.

The next major item on the balance sheet is looking at our intangible assets. We did take a $113 million noncash impairment charge. This is primarily to the Absolwent and BOLS brands in Poland. [ph] was driven by the market share decline that Bill discussed earlier. And although we've recovered share in Poland, this growth is driven primarily by Biala, the new brand, which is also estimated cannibalized a bit of our brands and all that has been factored into this overall impairment model.

Moving on to net debt. Our net debt here in 2009, including our deferred consideration that we've settled in early January '10, was $1.28 billion. At the end of 2010, however, we had net debt position of $1.17 billion, which reflects reduction of $100 million of our net debt position.

On a net-debt-to-EBITDA ratio perspective, however, due to lower levels of EBITDA described earlier, this ratio was adversely impacted. Our adjusted net-debt-to-EBITDA ratio is used for covenant purposes is 6.5x at year end. This is greater than the prescribed level on our Poland bank debt of $45 million. As such, we negotiated a waive with a local bank to waive the December 2010 ratio and provide higher adjustment for 2011. And so we cycle off a better Q4 this year with the bulk of our EBITDA generated, our ratios will be impacted.

However, keeping all this in context, the local bank debt represents only 2.5% of our total gross at year end, so ultimately, we do not expect it to be a major issue going forward. On the cash flows, looking at operating cash flows for the year, we had negative operating cash flow of $29 million. However, this includes two significant one-off items, namely the double interest we paid in January '10, which is rate for the early repayment of our 2012 senior notes, as well as a $20 million cash payment made upon the change of control of RAG that was made to the current and former managers of the RAG line business. Backing up these two items, we're back to positive operating cash flow, this level is lower than historical levels, and that's due to the impact of low level on EBITDA as well as higher expenses in 2010. For your [indiscernible] this is also laid out in MD&A in the 10-K.

Other factors impacting our cash flow were the remaining contingency payments we made at the beginning of the year related to the final buyout of the RAG [ph], which [ph] today as well as the $6 million CapEx, which is lower than our initial estimates.

Now looking forward in 2011, we're targeting [ph] EBITDA at year end in the 5x range. In addition to our underlying EBIT growth, which Bill will get into shortly, [indiscernible] our projected leverage includes increased focus on inventory levels, improved cash flows and working capital. We have no further M&A actual plans following accelerated purchase of the remaining stake in Whitehall, which was done in February 2011. We estimate CapEx spend in the $10 million to $12 million range for the year and debt amortization of only $10 million for the year.

The last two years have seen a significant amount of cash outflows related to payments and contingent considerations of our accelerated buyouts of Russian alcohol partner Whitehall. We now have full control of our investments and these payments are behind us. As Bill mentioned, 2010 was a challenging year and is now behind us. And from a liquidity perspective, we have minimum CapEx for the year planned, and only $10 million debt amortization. The final payments for the Whitehall Group are all behind us now today and that [ph] from cash our balance sheet. We also completed the merger of some of our entities in Poland, which result in cash tax savings as we utilize our operating loss carryforwards going forward.

But another quick follow-up point. With regard to disclosures, we discussed in the past, we have made some improvements already in the 10-K filed. Out in Q1 2011, we will add stepped up disclosures, primarily on volume and value table by segment on a consistent basis, as well as [ph] improvements. Additionally, Whitehall Group will be fully consolidated as of February 2008, thus making our P&L more transparent.

On items in terms of our control environment, we've completed full sovereign implementation in RAG in Russia, which is a major undertaking. I'd like to thank the Russia team for the hard work done there.

Finally, in terms of auditors, some of you have noticed, the commentary didn't have any change. PricewaterhouseCoopers has finished the audit 2010 and beginning 2011 they will be replaced by Ernst & Young. This follows the routine [ph] process that is run audit committee in 2010. The decision to change basically on cost savings as well as what we believe maybe improved capacities in Russia to support us. Having said that, I'll now turn it back over to Bill to provide a further overview of our 2011 outlook.

William Carey

Thank you, Chris. So we start first on Poland on 2011. What we're looking at in our numbers that we put out here on Poland, looking around volumes at 10% to 12% growth in volumes. Of course, a lot of that is coming for Biala, exports growing at around 20%-plus and imports around 5% to 8%-plus.

Currency, we're anticipating around current rates for currency. And this is all in context with the Vodka market, the rest remaining around 5% this year. So it was quite a substantial increase. And what that translates to in market share, starting the year at 22% and finishing the year at 26%, 27% market share. And remember, that's from 20% in November 2010. And that's Biala achieving around a 6% share, which is already more than two years ahead of plan as we had initially planned 5% share after three years. And this will be, after one year, 6%. And also because we have doubled the size of our traditional trade sales force in the fall of last year, which also impacted the cost. Certainly, this is having a better opportunity for better client mix as we move forward with 2011 and onward.

Spirit price. If we look at what we see happening on gross margins, generally speaking, that the main negative that we see is spirit price is affecting margins as well as gross margins are also affected by the increased investment we're making on trade marketing on a per-liter base. This is offset certainly by a price increase, but it doesn't fully offset the added investment, and our gross margins will be declining the share in Poland, on a percentage base, about 1 1/2 points, again, mainly driven from the spirit price and the added investments that we have talked about earlier.

Offset by an operating expense declining by 3%, mainly from operating leverage from the growth and getting to EBIT margins increase of 1 1/2% better for 2011, and this is again driven really from the top line growth and the lower operating expenses from the operating leverage.

In terms of new product development for Poland, we have a number of new projects this year as well. We're launching new flavors in the second quarter, flavor is the fastest-growing category in Poland. So that's certainly something that we're excited about. Soplica, we're doing a new bottle, a new restyling that should be coming out at the beginning of the third quarter, which is one of our key upper mainstream brands. And BOLS, with our added investment for this year, we're looking at more innovation behind our BOLS brand also, which is one of our top profit generators for the company.

If we look at our competition and what's happening in the marketplace, certainly from this market share gains, there's got to be losing somewhere. And we look at our two major competitors, one is the Oaktree Company and one is the Belvédère Group. If you look Oaktree, they hit a high on their market share of 38% in November, and at January, what we saw was around 34 1/2%. And Belvedere Group, which hit around 19% in November, they're currently at around 17-odd percent in November. So clearly, our market share is coming mainly out of our two top competitors. And also, the Oaktree Company has announced they're looking to sell the business this year. So we're not sure who the new owner will be. And certainly, on the Belvédère side, they continue to have their issues in the French court over their overall liquidity.

So we're quite pleased on the development, certainly in Poland. Certainly, it did come at the expense in the fourth quarter as well as lower margins -- percentage margins as you see this year. But we believe by working on this new base, we'll be able to grow more effectively from this model.

We look at 2011, for Russia, we're looking at a vodka market, we're anticipating flat to down 2%. We're looking at volume growth of 6% in Russia. That's 4% current portfolio and around 2% new products. Currency, we're looking at helping around 4% to 5% on current rates. We've also taken two price increases, one in October, which effectively didn't really get in the marketplace till November, December. And also one in mid-2011, so there'll be price increases to increase that value. And also the mix will be better.

Our company brands are not growing as fast as they did in the past two years, so our -- certainly, on mix, we'll be improving. Channel mix is fairly stable in Russia. As I've mentioned before, we don't really see any major change there. The only change has been some of the consolidation from X5 [ph] and some other retailers are buying other smaller retailers, which have had some negative margin implication because of the higher rebates to the bigger retailers. But the overall mix is fairly stable.

We're also anticipating around a 30% growth in exports. As you know, we opened our Ukrainian office last early spring, and Green Mark has hit a 3 1/2% market share already by December as the eight best-selling brand in the Ukraine and still growing. So if we can hit 5%, 6%, we'll be the fifth best-selling brand in Ukraine.

So the small team we have there is doing extremely well. And certainly, our brands are growing also throughout the seas [ph] markets and other markets, including our biggest market for Parliament, which is the German market. And what this translates in market share for Russia is that it should beginning 0.5% to 0.8% market share gain in 2011 from this increase in a flat to slightly down market.

In terms of operating margins in Russia, we're looking at plus 40% growth. That's coming from not only the volume that I mentioned, including the new brands, also some of the currency, the operating leverage with the growth, the price increases that I mentioned and, certainly, a slightly better mix as well. On the negative side, you have spirit pricing, which is impacting our profitability. And then like I said, you have some of this retail consolidation, that's hurting some of the -- on a much smaller scale. And then, of course, you have basic inflation on rail, transport and staff.

But generally, that's -- again, as Chris mentioned, we're behind a lot of our work in the last two years of buying out a lot of these management controls. Certainly, Russian Alcohol Group and now Whitehall, and with the integration behind us that was done last year, we believe that we're on the right track in Russia to start to achieve these objectives.

In terms of MPD [ph] in Russia, we've got a number of new projects lined up a little bit more aggressive than in the past. We're restyling Green Mark also with an extra flavor in midyear. We're launching a new brand also between Green Mark and Zhuravli [ph], which is the upper mainstream lower sub-premium in June, July. And also that we're launching a new economy brand in May, June, as we are underrepresented also as a producer in this category.

In terms of the consolidation, what's happening in Russia, we continue to see the largest producers take market share. They're not taking market share as fast as they were before, to top five or six producers, but it is increasing. And we believe this will continue for the next three to four years, the ongoing consolidation in the marketplace, and certainly where the consumer is today, we certainly believe that consumer is in a very stable environment, and we certainly expect that the mainstream as a premium portfolio in Russia is what our investment pieces, once in Russia, will certainly start to come back beyond the value sector, as the consumer inflation is starting to increase in Russia.

In terms of Whitehall, for 2011, as you know, we announced that we bought out the remainder stake in the Whitehall Company on February 7. We put also a new CFO in place this February. And really, our main objective this year is to improve the transparency around the brand’s profitability and cash flow management.

We're expecting about $170 million to $190 million of revenue and around $32 million of operating profit. And that's taking into account also recent discussions with Moët Hennessy on our future cooperation and profit split in Russia.

So really to summarize, what we're looking at is really a step change for us in Poland, putting a lower base number down in terms of percentages, and really working off a lower base number and getting back to growth in this marketplace that's going to leverage overall business model. And that's the added investment, the share gains, the MPD development and also the doubling the size of the traditional trade sales force and getting a better client mix. These are all things that we've put in place last year, and Russia's [ph] be able to recognize those gains this year. And getting to our 30% market share is what we're targeting in three years, and if we keep this pace, hopefully, we'll get there earlier.

In terms of Russia, we'll continue to work off a market that we came off of flat volumes for 2010, where we returned to growth this year. We're going to be more aggressive on the MPD, where we want exports to be over 10% of our total and the Whitehall takeover, we'll take over the management control there. And so, we will look to improve the operation performance in Whitehall as well.

And looking at what this means in our guidance, we put our guidance just off in the press release of $880 million to $1,080,000,000, with an EPS number of $1.05 to $1.25 EPS. And as Chris mentioned that we will be focusing this year also on making sure we achieve better ratios in terms of the working capital ratios, and the team will be more focused in terms of achieving, certainly on the payable side, receivable and inventory days.

So overall, again, we are not pleased with the 2010 results, but we believe that the base we put forward to you for 2011 is certainly more than achievable, and that we are really -- have a step change in our business model and our approach and thank you.

As a lot of information has been discussed today concerning our business plan, fourth quarter results and recent SEC filings, management will be happy to address your questions, which we've already had, as you can imagine, a lot of calls today, with a lot of information –- certainly from analysts, and after you had the opportunity to read the filings, to digest, we would welcome your opportunity to speak to you here at the office. Chris, myself, Jim Archbold is here as well, we're more than willing to answer your questions at your convenience because I'm -- not only on the '10 but on '11 that we understand there's a lot of questions, and be happy to address those with you.

James Archbold

With that, we'd like to thank everyone today for joining us, and look forward to speaking with you again next quarter. Thank you.

William Carey

Thank you.

Operator

This does conclude today's conference. We thank you for your participation, and you may now disconnect.

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